Ben 10: Earth's Mightiest Defenders
by Transformers g1's-Prime
Summary: For years, the Earth has bore witness to a variety of deadly conflicts among her people and beings from other worlds. But when an alien warlord launches a planetary-wide invasion on the small planet for the sole purpose of acquiring the most ultimate power in the universe, it's up to a certain group of heroes to defend their home from the forces of tyranny before it's too late.
1. The Calm Before the Storm

**_Disclaimer: - I do not own the rights to any of the characters, both main and supporting ones, within this story unless I create them. They are all based off the various shows created by Cartoon Network. Thank you, and enjoy the show._**

* * *

 **Earth's Mightiest Defenders:**

 **Prologue:**

 **The Calm Before The Storm**

* * *

 **Vilgaxia, the Chimera System:**

On the far side of the universe, millions of lightyears away from the small planet of Earth, there is a world that is known and feared by all within the borders of the Galactic Alliance. It merely hangs in orbit, circling around the bright sun that serves as the source of light for all the planets within its solar system.

From orbit, the planet looked like a beautiful jewel that was a stark contrast from the cold, dark void of outer space with its teal-like color that would make many artists jaws drop in awe at its beauty. When one takes a closer look, they would most likely find the planet to be teeming with rich organic life inhabiting the various mountain ranges, the large oceans and scattered inland seas, and the alien-like architect of the cities that the planet's citizenry lived in.

However, there are two reasons why the universe's organic beings would distant themselves away from this certain solar system. The first reason being the fact that the Galactic Alliance declared an intergalactic-wide mandatory law that prohibits any citizen born within the Alliance's territories to take one millimeter towards this specific region of space and they are to be brought to the galactic capital itself and sentenced to life in the Null Void without any chance of release.

And the second, and the most important reason, is the fact that the… _creature_ that serves as the planet's ruler is the most dangerous being in the universe. This man has been known for his dangerously short temper, brutal war tactics, and his vast array of military resources. He has conquered ten solar systems on his own, destroyed five with a single command, and even created a black hole through unknown methods that has left many scientists dumbfounded by it.

And the name of this deadly warlord… is Vilgax the Conqueror.

Currently, the Chimera Sui Generis warrior was sitting in the command chair that was positioned in the middle of his command bridge for the _Chimerian Hammer Mk. II,_ a more modified version of his original vessel that was destroyed during the warlord's first battle with his most hated enemy just little over a year ago.

Just the mere thought of the child who had robbed him of the ultimate power in the universe sent a hot-white rage through the remains of his organic body that was still functional. That smug grin, that annoying voice that made Vilgax want to slice out the child's vocal cords to achieve some level of peace and quiet, and the worst part about him, in Vilgax's most _humble_ opinion, was the fact that the boy held the most powerful device ever created on his wrist… and used it for good.

That was what made Vilgax despise Ben Tennyson with every fiber of his being, along with his wretched cousin and that insufferable old fool, Max Tennyson. To him, the Omnitrix is the literal definition of the word "power" as the device contains the DNA samples of every alien species in existence within its core, allowing the watch's user to take on any form that they wish and use that alien's power for whatever purpose they desire. On a backwater planet like Earth, he wouldn't have needed the Omnitrix to conquer it, but had a normal human found the watch before Tennyson, their natural desire for power and greed would have most likely ruled out all sort of logical thinking for them, allowing them to take whatever they wanted and without complaint from any of that mudball's measly governments.

And yet, Tennyson didn't do any of that. Instead, the young child had chosen to follow down the path that his grandfather had left open for him to inherit; the path of a hero.

 _Foolish boy,_ Vilgax thought acidly, a sneer forming on his charred lips that was hidden behind the large respirator that was hooked onto his squid-like head. _He could be ruling his planet like a god by now, and yet, he chooses to waste it on mindless heroics just like his damnable grandfather._

Rage filled Vilgax's entire being so much that he didn't notice himself digging his metallic claws into the chair's armrests, leaving deep engravings on the cold, hard metal. He also didn't notice his Drones working a little faster than their regular speed, no doubt trying to distance themselves away from their master's wrath. Suddenly, the doorway to the command bridge opened up from behind, filling the normally darkened room with an intense bright light that brought Vilgax out of his brooding.

Striding onto the bridge casually was an alien who bore a skeletal-like appearance that would send a chill up many people's spines. His body was a pure milky-white with black markings decorating his head, specifically around his blood-red eyes. He wore a long black robe that went down to his feet and had an alien-like device strapped onto his chest with several distinct red markings.

This was Psyphon, Vilgax's servant and right-hand man.

"My master," Psyphon said in a raspy voice, bending down on one knee as he and the other minions had learned to do when one was in the presence of Lord Vilgax.

 **"Rise, my servant,"** the Chimera Sui Generis commanded, his deep and gargling voice echoing through the dimly-lit bridge. **"What is the status of _my_ armada?"**

Psyphon continued to grovel before his master's cybernetic feet. "All ships have reported in, and are ready to depart from Vilgaxia when you give the command, master. We have an accounted amount of approximately one million Drones ready for combat, and each of the Dreadnaughts weapons are fully-stocked and well-prepared for any sign of resistance." Vilgax had to admit that, while Psyphon is a sniveling coward in his presence, the alien made for a good assistant and his photographic memory on every single little detail has proved to be beneficial to the warlord whenever the situation calls for it.

 _Yet another reason why I should have brought him with me during my original search for the Omnitrix,_ he thought ruefully to himself. _No matter, this time will be different._

But Vilgax did not dwell on the matter any longer, as he continued to speak, **"Has the Galactic Alliance learned of our plan to attack Earth?"**

"No, master," Psyphon shook his pointy head back-and-forth. "They are currently occupied with an uprising in the Rouleau sector."

 **"Good,"** the warlord growled in satisfaction, very pleased of this recent development. **"Open up a link in the communications channel and patch the signal onto all ships at once."**

His second-in-command bowed to his lord before he stood up and went over to where the communications officer was to relay their master's command. Vilgax waited patiently in his chair for several minutes for the message to be passed onto the armada, somewhat surprising Psyphon that the Chimera Sui Generis hasn't destroyed any of his minions in the room due to the amount of time it was taking to link up each ship's communications channel to their own. _Though it shouldn't be surprising,_ Psyphon thought, turning his attention back to the console he was currently hovering over. _The master has_ _been waiting for this day for so long that I can't even fathom what's going inside his head._

A loud beep suddenly jolted Psyphon out his thoughts, even making the skeletal alien flinch a bit of its sheer volume, before the Drone operating the console turned to look up at him. _"All ships have been linked up to ours, Commander Psyphon, and are currently awaiting Lord Vilgax's command."_

Psyphon smiled grimly, turning to look at his master and said, "The floor is yours, my master."

Vilgax slowly sat up from his chair, his body's servos make a low whirring sound, before he walked over to where the communications hub and came to halt. The Drone that acted as the ship's communications officer handed his master a small device that would allow his voice to be heard across the warlord's armada of deadly warships. Vilgax paused for a moment, staring at the small device in his enormously large hand, before he started to speak,

 **"My loyal minions... today, we stand on the brink of greatness. For years, the universe has trembled before the sheer mention of my name, and yet, there are those who dare to oppose me. Millions of lightyears away from here lies a planet that you've all studied about these past several months. This planet has seen many of my most embarrassing defeats and the destruction of many of our forces thanks to its greatest champion; a boy who has secured the most ultimate power in the universe, and has chosen to use it as a mere plaything for his childish desires to do good.**

 **"These atrocities cannot go without repent! I have spent too long and have sacrificed too much in trying to unite all of the known universe under a single banner, my banner, and I refuse to admit defeat to a backwater world who has no idea of the power that I possess. Today, we will change this.**

 **"Today marks the day that my great crusade begins! Today marks the day that the Galactic Alliance will bend to my will, and submit all it rules to me! Today is the day that Earth will burn, that its people will die, and all who dare oppose me... will fall.**

...

 **"FOR TODAY, BEN TENNYSON WILL DIE AND THE OMNITRIX WILL RETURN TO ITS RIGHTFUL OWNER! I, VILGAX, THE CONQUEROR OF TEN WORLDS, SHALL EMERGE VICTORIOUS ON THIS DAY ONCE AND FOR ALL!"**

From his position on the command bridge, Vilgax could hear the monotone chants of the machines created to do his bidding who were onboard his ships. They repeated the same words, over and over, as it had been burned into their memory cores since their creation.

 _"ALL HAIL LORD VILGAX! ALL HAIL LORD VILGAX! ALL HAIL LORD VILGAX!"_

Satisfied by the response given to him by his minions, Vilgax turned to face his warship's crew and barked out, **"Helmsmen, set a course for Earth! It is time for my conquest to begin now!"**

Without question, the Drone obeyed his master's command and began transmitting the coordinates of their destination to the ship's computer while Vilgax walked over to his command chair to take a seat for the journey ahead. As the energy cores of the _Chimerian Hammer Mk. II's_ engines began charging up for hyperspace, Vilgax took one look out of the bridge's viewport and smirked beneath his respirator.

 _Prepare yourself, Ben Tennyson,_ the Conqueror of Ten Systems thought savagely. _For I am coming for you..._

* * *

 **So... this is unexpected. Truth be told, I've had this idea in the back of my head for awhile, but I never thought I would actually do it. Looks like I was wrong. A small part of me is nervous that this'll crash and burn quickly, but I have been called a worry-wart (as my Grandma usually tells me) so there's that biz.**

 **Next chapter, we'll be taking a look into the "normal" lives of the heroes who I have selected to be the main cast for this story and the eventual arrival of ol' Squidface himself.**

 **See ya next chapter!**


	2. Just A Regular Day

**_Disclaimer: - I do not own the rights to any of the characters, both main and supporting ones, within this story unless I create them. They are all based off the various shows created by Cartoon Network. Thank you, and enjoy the show._**

* * *

 **Earth's Mightiest Defenders:**

 **Chapter 1:**

 **Just A Regular Day**

* * *

 **Bellwood, Oregon:**

 **(October 18th, 2006)**

The sound of the school bell ringing jolted Benjamin Kirby Tennyson out of his midday nap, his bleary eyes scanning the room and noticed his classmates gathering up their bookbags and other materials for a regular school-day to depart to their next periods and wait for whatever lunch they had scheduled for their periods. Thankfully, Ben was one of the kids to have first lunch so he would have another little catnap before he had to move onto the bane of his existence; math class.

Noticing that everyone, even the teacher, had left the room, he sighed and picked up his own backpack that he's had since the fourth grade. The school year before he had participated in until everything changed that following summer.

He smiled to himself. It had been over a year since his road trip with his Grandpa Max and his cousin, Gwen, and he always found himself yearning for another adventure like that to happen again. Ever since he came back to Bellwood, rarely nothing happened; no robberies, no bank heists, no supervillains or alien bounty hunters to fight, and not even a purse-snatcher to scare the crap out of. It's been nothing more but schoolwork and doing chores around the house, which he always finished earlier thanks to the help of his aliens, but he couldn't transform into Grey Matter during a school test so there was that down-side.

Walking through the hallways, he grunted at every five seconds when someone bumped into him and moved on without a care in the world. Whether it'd be one of the jocks, or the "divas", or even the nerds, they didn't care. And each one that passed without a word only made Ben more and more angrier. Although he was prohibited from going alien when he was home, there had been several occasions of where he considered going Four-Arms or even Wildmutt on some of their asses.

"Hey, Tennyson!"

And here came two prime examples to further prove his point. Turning around, Ben gave a dull look to the duo that were slowly approaching him with dumb grins on their smug little faces. These two were ridiculously referred to as the "delinquents" of Madison Middle School, and were feared by many of his classmates due to their constant bullying of the weak.

One was a very tall, very lanky boy for his age with a dark skin tone with hair and eyebrows that were as black as coal. His eyes were a very dark brown like chocolate and he wore a standard red shirt with dark grey accents and black pants. The most distinguishable attribute about this boy were his enormously large ears that reminded Ben of an elephant.

The other was the exact opposite of his partner. He had very unkempt brown hair with light blue eyes that were covered by round-shaped glasses. He wore a dark olive shirt with a yellow T-shirt and beige pants with brown shoes. Aside from the glasses, there wasn't anything distinguishable about him.

These two were Cash Murray and J.T. Thompson, the most annoying humans to exist on the planet in Ben's "humble" opinion.

"Hey guys," Ben said casually, shoving his hands into the pockets of his green cargo pants. "What can I do for yah?"

The two bullies looked at each other, snickering, before Cash held out his palm in an all-too familiar gesture that Ben's seen the two pull on other kids, but not him for a very long time. "All right, Tennyson, cough up all the dough you have on you and we promise that we'll go easy on you this time... maybe."

Ben resisted the urge to roll his eyes in annoyance. "Ah, c'mon guys," the young hero said exasperatedly. "We haven't done this gig since, what, the third grade? So how about we just-" whatever Ben was about to say was silenced when Cash grabbed him by the hem of his shirt and brought Ben a little too close to the tall boy's face.

"It wasn't a request, dweeb," Cash growled, unknowingly sending Ben down a trip through nostalgia lane. He wondered what Gwen was doing right now. "Fork over the cash, or else."

And for some odd reason that Ben couldn't figure out to this day, a sudden burst of anger burned brightly within the preteen's stomach as he forcefully pried Cash's hand off his shirt, growling back in response, "Or else what, Dumbo?"

A tense silence befell upon the hallway, as Ben's mind finally registered what exactly came from his mouth, making the boy's normally tan skin turn as pale as Hex's skin. He faintly heard J.T. utter a very faint, "Oh shit," before he caught wind with Cash's terrifyingly enraged face that was growing redder by each passing microsecond. Chuckling nervously, Ben slowly backed up with his hands placed in front of him in a defensive position.

"Uh, no hard feelings, right?" was all Ben could stammer out before Cash's face came barreling towards him with a speed that could put XLR8 to shame. As the bully's fist connected to his face, Ben felt the world around him begin to slip away as he felt his feet leave the ground for a split second before his body connected to the floor beneath him.

As darkness began to creep into his vision, the last thing he thought as he stared into Cash's dark expression was, _Man... now I know how all those bad guys used to feel whenever I went Four-Arms on them._

* * *

...

"-ou... ear me?"

 _Ugh..._

"-ey. Ar... kay?"

 _...who is that?_

"-need any help?"

 _...Gwen?_

Hissing at the sight of the bright light that hung over his head, Ben slowly pushed himself up from the floor with the help of a very soft, yet warm hand assisting him. Ben hissed, as he felt the stranger place a hand on the spot that Cash's fist landed on. He heard the stranger let out a soft hum, before they said lightly, "Well, the bruise will most likely be there for a couple of days, but it could've been worse if you hadn't black out after the first punch."

Shaking his head to fend off the growing migraine, Ben looked up to see who the heck this mysterious stranger was... and felt his jaw drop in complete awe. The stranger who had stumbled upon the unconscious Ben was, to Ben's complete and total shock, a girl. Not just any girl, but probably the most beautiful girl he's ever seen since Kai.

The girl looked to be of Asian descent with a pale, caucasian skin tone. She had short black hair with light brown eyes that locked onto Ben's green ones. She was wearing a normal black T-shirt with a light pink jacket draped over it, along with blue skinny jeans and white sports tennis shoes with orange and yellow-striped socks. As the girl smiled at Ben, she slowly stood up, pulling Ben up with her and the young boy couldn't stop his eyes from glancing down at the girl's developing chest, and he felt a hot blush begin to grow on his face.

 _Focus, Ben!_ the young boy thought determinedly, forcing himself to stare straight ahead. _Whatever you do, don't look down. Just focus on her face... her very beautiful face_.

"Uh, thanks for the help," Ben managed to stammer out, blushing fiercely when the girl smiled at him again. What was wrong with him today? "Do you know what the time is?"

Raising a perfectly manicured eyebrow, the girl looked down and pointed at his wrist. "Shouldn't that watch tell you what the time is?"

Looking down, he noticed what she was talking about. The mysterious girl was pointing at the Omnitrix, and Ben felt a twinge of annoyance at her comment before it faded away quickly. Ever since his road trip last year, most people would usually make fun of him for his "cheap-looking" watch and then proceed to show off their watches mainly just to show off how shiny they were.

 _But I doubt it could let them transform into aliens from another galaxy,_ he thought ruefully to himself.

"Hey, you still with me?"

Blinking twice, Ben then realized that he had left the girl without an answer while he took a trip down "la-la land", and then began to hastily gather up an idea for an answer. "Oh, um... it's actually a model of some new battle-item for the upcoming Sumo Slammers game coming out next year. I think it's called the... uhh, Power Watch, maybe?" He cringed when the girl's curious look devolved into a blank expression that he couldn't interpret. Great, yet another girl that he's chased off again. He just hoped this one wouldn't insult him when she left him in the-

"Wait," the girl said slowly, her face taking on a more thoughtful expression. "I think I've actually heard about it in the recent Gamers Weekly about some kind of new weapon being included in the upcoming new Sumo Slammers game."

 _Oh, thank god,_ Ben thought in relief, surprised that his bluff paid off. He was also surprised to know that this girl was, apparently, a gamer like him; either Cash's punch was so powerful that it sent him into some dreamworld, like Enoch's device once did, that allowed Ben to meet the closest thing to a "girl of his dreams" type of thing, or this was actually happening and the universe decided to give the poor boy a break for a change.

"Hold on a sec," Ben muttered, placing a hand on his left arm and pinching down on it. When a slight pain shot up his arm, a slight grin formed on his face. Looks like he was getting that break after all. Looking back up, he noticed the girl looking at him with a concerned look on her face, and felt a slight pang of guilt wash over him. "Sorry," he apologized, rubbing the back of his head sheepishly. "I'm just not used to girls talking to me for this long." _Aside from Gwen,_ he added mentally, but didn't say that out loud.

Surprisingly, the girl smirked at him. "Well then, I guess that makes me the first girl to have an actual conversation with you, huh?" Taking Ben's blubbering as an answer, she merely nodded and started walking forward. She paused when she noticed that he wasn't following her. "Well," she asked calmly. "You coming, or not?"

Ben stared at the girl warily. "To where?" he asked slowly.

"Lunch," was her casual response. "This is my first day here, so it'd be nice having a friend to sit with instead of being alone."

Ben gaped at the girl like a fish gasping for air before he closes it quickly. Nodding dumbly, the young hero slowly walked up to his new... friend? Continuing to stare at her with the same dumbfounded expression elicited a very adorable giggle to escape from the girl's lips, allowing Ben to smile at the sound of it. "So, what's your name?" she asked curiously.

"Ben," he told her. "Benjamin Tennyson, actually... what's yours?"

The girl smiled. "My name is Julie."

Ben tested the name in his brain, and continued to grin like an idiot as he began to chat with Julie. Looks like his luck was finally looking up for a change.

* * *

 **Beach City, Maryland:**

It was a warm, sunny day in the small district of land known as Beach City by its colorful inhabitants. Though October would usually usher in cool rain showers and several blustery days for many states, especially those in the East Coast around this time of year, it would seem as though Beach City would be mercifully spared of this weather until winter rolled around the corner at the last few months of each year. Until then, it was nothing more but sunshine and plenty of outdoor activities one could embark on.

Which is exactly what Steven Quartz Universe had decided to do while his family, the Crystal Gems, were out on a mission deemed to dangerous for the young hybrid. Although he was saddened that he wouldn't be able to spend time with his family until they got back later that night, which was around the time that Garnet said that they should be, Steven decided to take this time to get some fresh air.

Everywhere he went, he wore a bright smile on his face that everyone, who came into contact with the boy, had come to adore due to his optimistic and friendly-going nature. Even Ronaldo Fryman, the closest thing to a town pariah, had no kind of judgement against the young teen (though that didn't stop him from continuing his theories on the "rock-people" that he associated himself with).

"Ah," he hummed to himself, walking down the dock bay without a care in the world. "Space is great, but nothing beats some good ol' atmosphere." He was, of course, referring to his recent adventure in space with the Crystal Gems of where they had to save his dad, Greg Universe, from the clutches of Blue Diamond and her insidious Human Zoo space station. "I wonder what Dad's doing right now." he mumbled to himself. "I haven't seen him that much since the whole Blue Diamond incident... maybe we could go out for brunch."

And with a grin on his face, he took off towards his dad's car wash at high speeds that could put the Flash to shame. It didn't take long for him to reach his destination, as the small building came into view almost immediately. However, he then noticed that his dad's van wasn't in its normal position, making the hybrid frown in confusion. _Weird,_ he though, walking towards the front door. _Dad should be working around this time of day._

Coming to a stop at the door, he reached forward to grab the handle and pull back on it, only to find out that the door was locked. Now his confusion gave way to concern; was his dad alright? Had he gotten sick or something, or had Blue Diamond come back to reclaim him for her diabolical Human Zoo? _You're doing it again, Steven,_ he thought, shaking his head back and forth. _Remember what Garnet said. Don't overthink things._

Looking up, he then noticed a note attached to the door, and squinted his eyes to read its contents.

* * *

 _"Dear Steven,_

 _Sorry for not telling you or the others, but I've been feeling a bit under the weather for the past few days, so I've decided to go see a doctor up in Keystone to find out what's wrong with me, (though personally, I have a feeling that it's because of that clam chowder Yellowtail gave me a few days ago). Again, sorry for not telling you, but I promise that we'll go out for a bite after I get back. Catch ya later, shtoo-ball._

 _~Love, Dad._

* * *

Steven let out a soft sigh. While he was relieved to know that his Dad wasn't in the hands of the Diamonds again, he was still concerned about him and hoped that he was okay. After all, he had learned first-hand from Sour Cream that his dad's cooking wasn't always the most edible food in the world. _What to do know,_ Steven thought to himself, placing his hands on his hips and slowly walking forward while looking up at the sky. _The Gems are out, Dad's at the doctor, and Connie's usually at school right about now-_

"Hey, Steven!"

"AHHHH!" Steven yelled, accidentally jumping up in the air in fear before coming to a halt in midair. Taking a few seconds to catch his breath, he then looked down and felt a new grin begin to form on his face at the person he saw. The person was a young girl with dark skin and waist-length dark brown puffy hair, a prominent nose, thick eyebrows, and was slightly taller than Steven. She was wearing a white and light-green stripped shirt with light blue jeans that stopped above her ankles, and wore white flats.

This was Connie Maheswaran, Steven's Jam Bud/Best Friend in the whole world and the only human member of the Crystal Gems.

"Connie!" Steven shouted out in glee, slowly descending back to the ground and landed right in front of his friend. "What are you doing out here? It's not three o' clock yet," a sly grin formed on his face, as he giggled childishly. "Playing hooky, are we?"

"Heavens no!" Connie retorted with a gasp, appalled by the mere idea of it. "My school just got let out early because of a gas leak. And since neither of my parents are home, I thought I'd come to see what you were doing," she turned around on her heel and stuck her head up high in disappointment. "Honestly, I can't believe you would think of something like that. I expected better from you."

"Aw, c'mon, Connie, I didn't mean it," Steven apologized, falling to his knees and folding his hands together in a pleading manner. "I'm sorry for saying something like that, please don't be mad at me." Noticing his friend's shoulders shaking, Steven felt his heart plummet into his stomach before he heard several loud snorts come from Connie's mouth. His fears were put to rest when a burst of laughter escaped from her mouth, the sound of it practically music to the hybrid's ears.

"Sorry, sorry," the girl said through several snorts of laughter. "That was mean of me, but I just couldn't pass up the moment." Noticing Steven's relieved face, she smiled softly at her first real friend. "Well, since I'm here, why don't we go and see what the Gems are doing."

Steven sighed. "They're not here. They left this morning to go investigate some ancient Gem temple in... Japan, I think, and they won't be back until tonight."

"Well, that stinks," Connie said, frowning. She was hoping to get more sword training in with Pearl. "But I'm sure that we can find something to do until then."

"Yeah, I guess," he muttered dejectedly. Don't get him wrong, he loved spending time with Connie, but he would have liked to have another person to talk to them like Amethyst or his dad.

"Wait, what about Lapis and Peridot? Surely, they must have nothing to do around this time of day as well."

Steven smiled timidly, rubbing the back of his neck with a blush. "Well..." he drawled out, feeling slightly embarrassed. "They're usually busy right about now."

Connie raised an eyebrow in confusion. "Busy how?" she echoed back.

* * *

 **Meanwhile:**

 _"I'm sorry, Percy, but we cannot be together. It goes against everything that my family's code of honor stand for!"_

 _"But, Bernadette, I care not for honor. I need only you to fill the empty void that is my heart!"_

"Oh, for grop's sake!" a small green-skinned alien with a hairstyle similar to a massive triangle, and wearing a snazzy red bow tie, moaned loudly. "Be a man, Percy, you can find another person to help make friendship bracelets with you."

Next to her, her cyan-skinned roommate shook her head in disappointment. "This is the second season they've spent on this plotline," she said tiredly. "At this point, I'm just waiting for someone to step in, and-"

 _"Bernadette! What do you think you're doing out of your room? Your disobedient nature cannot be tolerated any longer, so your mother and I have decided to send you to the home of your distant brother, who has never been mentioned before for any reason."_

 _"NO!"_

"...why am I not surprised?"

* * *

"Geez," Connie said in disbelief. "So you've just been alone by yourself all day?" Her eyes softened with sympathy when she saw her friend shake his head glumly in response. Ever since he was born, Steven has had no real contact with kids around his age-group, save for the Cool Kids and Peedee, due to the Crystal Gems isolating him from the outside out of fear that the children would shun him for what he is. When Connie first met Steven in person, she was put-off by his personality before the jovial teen began to grow on her up to the point that she considered him to be her best friend... and began to develop a small crush on him overtime.

Shaking her head to rid herself of those thoughts, she smiled softly at the boy. "Tell you what, how about we go back to the Temple and play a couple levels of Colonization V? I promise I'll let you create your own cities to lead." she grinned widely when she saw a very similar look grow on her crush's face.

"Really?" he exclaimed, stars practically glowing in his eyes. When Connie nodded her approval, Steven let out a loud cheer before reaching over and grabbed Connie by the wrist and began dragging her back to the Beach House in a fit of laughter, not noticing the young girl's massive blush as she began to laugh with him.

* * *

 **Empire City, New York:**

To the residents of the highly-regarded Empire City, they had seen their fair share of oddities happening within their city for the past couple of years; whether it'd be from a giant monster rampaging through the streets, a mad supervillain's diabolical plan that normally leaves many buildings in tattered ruins, or an alien creature being spotted in the streets during broad daylight. At this point, they had simply adjusted to these events like any other "normal" person, and simply went about their usual business waiting to see what the day held in store for them.

So when people saw a girl in strange orange clothing driving a futuristic-like blue convertible down the bustling streets around rush hour, they merely raised an eyebrow at the image before shrugging their shoulders and went back to whatever they were doing.

Rachel McKenzie, Numbuh 362 and Supreme Leader of the Kids Next Door Organization, was currently enjoying possibly the quietest morning that she's had ever since she took up the role of Supreme Leader following the betrayal of Chad Dickson, formerly the operative Numbuh 274 and her predecessor in leading the KND. From what she gathered, things have started to simmer down in her work due to Fanny, Numbuh 86, hiring several operatives to take on the positions of assistants to help sort out the countless piles of paperwork that the Supreme Leader could have a day of relaxation to herself.

 _Thank you, Fanny,_ she thought, smiling serenely to herself. _I don't know what'd I do without you. I should do something nice for her when her birthday rolls around the corner. Maybe I can take her to that Sumo Slammers movie that she's been blabbering on about._

A chuckle escaped from her lips when she remembered the awe-struck, and slightly drooling look on the Irish girl's face when the trailer for the movie adaptation played on the TV during their last sleepover. It then turned into a laugh when she remembered the horrified look on Mr. Boss's face when he realized that he was about to lose a significant amount of money to his daughter's uncanny lust for movie violence.

As her laughs began to die down, she then noticed the traffic light ahead of her vehicle go from an amber yellow to a bright red color, instructing all drivers to come to a halt, and so she did as instructed. Slowly lifting her foot off the accelerator, Rachel placed it down on the brake pedal slowly as her car came to a stop. One look on both sides of the road in front of her made the Supreme Leader realize that she was going to be stuck her for awhile, causing a groan of annoyance to emerge from her lips before she slammed her head down on the car's wheel, causing the vehicle's horn to blare loudly and unknowingly cause the other cars in front of her to start blaring their horns and give Rachel several rude gestures that made the girl grit her teeth in frustration.

"Jerks!" she yelled at the long line of vehicles, causing the line to grow more angry at her, and begin yelling vulgar insults at her. "Can't even go a full minute without getting yelled at. Only in the big city, I guess," she muttered bitterly, pushing a button on the dashboard that activated the vehicle's glass hardtop to seal over her and blocking out all sounds from the outside.

"Finally," she sighed, closing her eyes to take in a deep, relaxing breath... only to be jolted out of her seat with a yell when her holographic communicator installed into her car's radio began to beep loudly. Readjusting her helmet back onto her head, she took a second to compose herself before pushing down on the button, and smiled at the person who appeared after its static cleared up.

"Numbuh 362, sir!" the accented voice of a boy with a red turtle-neck sweater, grey shorts, white socks, and brown shoes shouted out, throwing his right hand into a salute at the sight of his commander. This gesture only made his black sunglasses stand out even more on his oddly-shaped bald head.

Rachel shook her head, both amused and exasperated at the gesture. "C'mon, Nigel, there's no need for the formalities," she smirked at the boy's flushing face. "You should know this by now."

Nigel Uno, Numbuh 1 and leader of Sector V, shrugged sheepishly. "Sorry, Rachel," he apologized with that classy British accent of his. "Old habits die hard, I guess."

"Apparently," Rachel chuckled briefly before she gained the look of the KND's Supreme Commander. "So I take it that this call just isn't for a social chat, right?"

"Indeed." Nigel grimly replied. "My team and I have recently heard rumors about Candybeard's pirate crew planning a raid on the Kid Next Door's Candy Bank, and they plan stealing the candy sweater."

"The candy sweater?" she repeated, befuddled by this development. "I can understand raiding the bank for the loot, but why steal the candy sweater?"

Nigel sighed in annoyance, seemingly at himself. "We don't know. Like I said, it's rumors at this point, so I'll have Numbuh 5 keep her ears open for any further updates on Candybeard."

"Roger that," Rachel said, ready to end the transmission but paused when she saw Numbuh 1 do something she had never seen the Brit do in all her years of knowing him. "Nigel... did you just... yawn?"

"What?" Numbuh 1 sputtered, a stark contrast to the collected workaholic leader that she knew all too well. "N-no, I was just... uhm, letting out a deep breath?" The nervous chuckle that emerged from him made Rachel narrow her eyes at the operative.

"Take off your glasses, Nigel," she said softly, yet firmly enough from Numbuh 1 to stiffen up in shock.

"Sir?"

"I told you to take off your sunglasses." At the operative's anxious shifting, worry began to grow in the pit of her stomach. "Don't make me turn it into an order, soldier."

Realizing that he was beaten, Numbuh 1 sighed softly to himself before tentatively raising his hands up to the edges of the glasses and slowly removed them from their regular position. Rachel's eyes widen at what she saw; deep bags were laced thickly underneath the Brit's eyes, indicating a lack of sleep for who knows how many days, and Rachel had a feeling as to why he looked like this.

"...is there anything else I can do for you, sir?" Nigel rasped out quietly, his shoulders hunching forward slightly as if he was currently holding a kajillion-pound weight on his back.

"Nigel, what's wrong with you?!" Rachel exclaimed, her worries kicking themselves into overtime as she listed off the possible scenarios that could have brought this on; an encounter with the Common Cold gone wrong? A new device by the Delightful Children that zaps out all the strength in a kid's body? Had he accidentally swallowed some vegetable like Numbuh 4 once did some time ago?

She involuntary shuddered at that last thought. For the past few weeks, she's woken up from several nightmares about the thick wall of broccoli that she had chewed her way through to stop Father's dastardly plot to upload his broccoli virus into the KND's root system, and create enough broccoli in the world that it would force children to eat it all to eat all sorts of junk food. While the physical "scars" had left her body long ago, the mental ones has an effect on her.

"It's nothing, Rachel," he said, trying to sooth his superior's worries. "I've just been doing a little... research for the past week."

"...research?" she breathed out, her eyes suddenly going wide as the realization hit her like one of Fanny's punches to the face.

She had heard rumors of among operatives of Numbuh 1 becoming obsessed with the legend of Numbuh 0 following his mission in Great Britain that involved a group of kids chasing him across the city for believing that he possessed the legendary "Book of KND". She initially dismissed them as what they were, rumors, as she knew that the real Numbuh 1 would do something crazy like that, but it now looks as if there were a hint of truth behind those claims.

"Nigel, does this have anything to do with..." she gulped slightly. "...Numbuh 0?"

Rather than deny it or flat-out tell her that it didn't, Numbuh 1 sighed and whispered out, "Yes."

Rachel closed her eyes. She was afraid of this; In all her years of knowing the Brit, Rachel had witnessed first-hand how determined and, at some points, disturbingly obsessed on completing an objective or looking into a case left unanswered by many. At the end of the day, he, along with his teammates, solved the case and were rewarded themselves by feasting on gourds of unhealthy food that would rot out a kid's teeth. However, if Nigel Uno, the workaholic operative of the KND, was investigating into a mystery that was based purely on legend was bound to end badly. Very, very badly.

"Nigel, why are you doing this?"

"Doing what? Rachel, I said I'm fine." Nigel's ever-so-stubborn attitude began to make a return as a small scowl started to grow on his face.

"Don't give me that baloney," she snapped, her face softening in sympathy when she noticed him twitch at her aggressive tone. "Nigel, we've been friends since Pre-school, heck, even before then, so listen to what I have to say; Numbuh 0 is, and always have and will be, nothing more but a story created by kids over fifty years ago to help inspire hope to those who have none. I know you want to believe that the Book of KND and Numbuh 0 are real, but you've gotta face reality, Nigel. They're just stories, and that's all they will be."

For a moment, it looked as if Numbuh 1 was about to protest against his superior's claims, but he paused and solemnly nodded his head in defeat. "Okay," he whispered. "I'll stop the research, and get some sleep." he then gave his old friend a very tired smile. "You always were the one to whip us into shape whenever things got too rough."

Rachel smiled back, chuckling a little. "No wonder why I'm the one in charge," she said smugly. "Now off to bed, soldier, before I make it a direct order." Though her tone was serious, the smile on her face said otherwise.

"Roger that. Numbuh 1 out." The hologram winked out, allowing Rachel to lean back in her seat, sighing. She took a look outside and felt her eye twitch; the line was still going strong, and showed no signs of stopping. _At least they stopped honking at me,_ she thought.

Another series of beeps instantly gain her attention, making Rachel rub her temples in annoyance. She really needed to have one of the tech-nerds find a way to turn down the volume on this thing. Pushing the button, she expected the caller to be Numbuh 1 again, but was surprised to find it to be a stern, serious-looking kid with dark eyes and pitch black hair with a style somewhat similar to the late Elvis Presley, and wore a brown ski cap on top his head.

"Numbuh 60?" she blinked in confusion. "I'm surprised to see you calling me, especially from the Arctic Base."

"Sorry, sir," he replied in a tone of voice that would impress any military drill instructor. "But I'm not at the Arctic Base, sir. I'm currently on the Moon Base, along with Numbuhs 86 and 74.239, sir."

Ignoring the operative's constant usage of "sir", Rachel leaned forward with narrowed eyes, her face turning suspicious. "I can understand Numbuh 86 being on the Moon Base, and even you to a certain extent, but why is Numbuh 74.239 on the Moon Base?"

"Ah, well," For the first time since knowing him, Rachel saw Numbuh 86 hesitate for a moment. "You see, sir, the thing is that... well, he was the one who called me and Numbuh 86 up to the Moon Base, and he's requesting you to join us immediately."

Rachel's suspicions grew even higher than before. "And why did he call for me to be there?" she asked with iron laced into her voice.

Numbuh 60 was eerily quiet. "Because of this," he said ominously before leaning forward to press some kind of button.

The image transformed into a static, making Rachel clasp her hands over her head at the loud volume within the confined area. When it ended, she opened her eyes and felt her mouth go dry at what she saw. It was a picture, a very blurry one at that, of something big and long that pretty much seemed to scream "lethal" with a megaphone that sent chills down Rachel's spine. Behind the big blur, she could make out a few shapes that, while smaller than the one in the front, seemed to have the same intent that the first one had.

"When was this taken?" she demanded, not even flinching at the sound of her slight voice crack.

"Ten minutes ago," was the operative's grim response. "And this was from the KND's new satellite we set up at the edge of the Solar System."

"I'm on my way." And with that, the hologram winked out for the second time and hopefully the last.

As if the fates were watching her conversations, the traffic light on Rachel's side of the road finally turned green and the young girl wasted no time in flooring the accelerator with all the strength in her leg. The result was the screeching of tires, and a burst of hot blue-white flames from the car's engine boosters before she took off down the road, ice forming in the contents of her stomach.

* * *

The atmosphere on the _Chimerian Hammer Mk. II's_ bridge was the literal definition of the word "tense". Though Psyphon didn't show it, he was inwardly terrified at the eerie silence that's befallen upon the bridge since their departure from Vilgaxia, hell, he could say that it could be felt on the entire ship itself. From what the helmsmen had informed him, they were suppose to have arrived at Earth at a standard of ten regular Earth days from Vilgaxia. However, they had passed their original estimated arrival a standard two days ago, and Psyphon was growing very anxiously as each minute ticked bye.

His master, on the other hand, showed no sign of the fear that his only minion made of flesh-and-blood was currently going through. In fact, he hasn't moved from his position on his command chair during their journey and had showed no outwardly change in appearance, save for the narrowing of his eyes when they hadn't arrived at their destination on schedule. Thankfully, no Drones were destroyed and his master hadn't punished Psyphon for his misinformation. That probably didn't stop the warlord from thinking of it, though.

 _This is taking too long,_ the alien servant thought nervously, wringing his skeletal hands around in fear. _These damn machines are insufficient when it comes to completing simple tasks. Even a baby Galvan would be able to tell time correctly than these machines' worthless memory cores can._

He dared to take a glance at his master, and was relieved to see that he hadn't moved at all. Could it be possible that he's simply sleeping with his eyes open?

 _"Master,"_ the voice of the ship's helmsman finally spoke up, turning away from his console to face his creator. _"We have arrived in our taget's Solar System, and are currently fifteen standard minutes away from our destination."_

 **"Finally,"** Vilgax growled, flexing his hands as if he was imagining a person's head was in them. He looked down to bore his blood-red eyes into his loyal minion's horned head. **"Psyphon, send word out across the armada to prepare for the invasion. I want a swift, and clean victory when we emerge from hyperspace."**

The groveling coward bowed like an obedient dog. "As you command, master." And so, for the next several minutes, he did as his master instructed for him to do. Each of the Dreadnaughts assigned captains obeyed as their master's second-in-command ordered and began preparations for the Chimera Sui Generis's eventual conquest. Their cannons were loaded, proton torpedoes activated, and forward shields at minimum power due to the Earth's primitive weapons compared to their own. As the seconds counted down to their arrival, Psyphon found the passing seconds to be the longest moments in his life and, at some points, swore that he saw his life flash before his eyes.

He shook such thoughts away when the helmsman then spoke up again. _"We are currently sixty seconds away from our destination, master."_

A deep rumbling sound emerged from the warlord's respirator, the closest that he'll ever get to making a hum due to his damaged vocal cords. The seconds slowly ticked down and Vilgax began imagining the events that were to follow upon arrival; the Earth's leaders would panic at the sight of his fleet, trying their best to destroy him only to be wiped out by a single orbital bombardment. From there, his soldiers would descend from the skies and rain blasterfire down upon the cowardly humans, as they panicked and looked up to their gods, shouting out for them to send someone to save them only to be silenced forever.

 _And then,_ Vilgax thought with a sense of dark glee. _The moment that I've been waiting for has come at last._

He could vividly picture the look of fear on Ben Tennyson's face as the warlord made his way over to the insolent child, stepping over the corpses of his allies and loved ones without a care in the world. The boy would undoubtedly try to fight back, but would soon be overwhelmed by Vilgax's might and weapons he had acquired during his years of conquest, and would perish with his kind. Once then, the Omnitrix would be his, and all who dared to oppose his wrath shall be vanquished to the pits of Hell.

The time-limit reached its end, and the helmsmen pulled back on one of the many levers on the console to have the blue vortex of hyperspace fall away to the countless stars in the Milky Way galaxy, and Vilgax's eyes pulsed with glee when he saw it; Earth.

"Status!" Psyphon barked, as Vilgax sat up from his command chair and began walking over to the bridge's viewport in a trance, hands clasped behind his enormous back.

 _"Energy shields raised at 20%, Commander."_

 _"Starfighters in position, and ready for departure."_

 _"Forward cannons prepped and ready."_

 _"Landing craft prepared."_

Psyphon looked over at a console and smiled darkly. "All ships are in position and await for your orders, master." he hissed with glee like a snake ready to strike at its prey.

 **"Commence Attack Formation, Diagon 3,"** the Conqueror of Ten Systems commanded with a low, maniacal chuckle. Staring down at the beautiful orb of a backwater planet, he almost felt sorry for the fate that was about to fall upon it.

Almost.

* * *

 **In all honesty, I had planned for all the heroes to be introduced this chapter, but I felt as though it took up too much of the chapter and would introduce you to characters that you already know of. So I decided to introduce our main character and his new friend, the two youngest members of the Crystal Gems, and the leader of Sector V with a serious lack of sleep, (Sorry to those who thought Numbuh 362 would be on the team, but I do plan on having her play a key role in the next chapter), and our main villain's arrival at Earth.**

 **Next chapter: The KND goes to war, and the other heroes of Earth begin preparing for battle against Vilgax's forces.**

 **See ya next chapter!**


	3. Battle Stations!

**_Disclaimer: - I do not own the rights to any of the characters, both main and supporting ones, within this story unless I create them. They are all based off the various shows created by Cartoon Network. Thank you, and enjoy the show._**

* * *

 **Earth's Mightiest Defenders:**

 **Chapter 2:**

 **Battle Stations**

* * *

 **Sherman, Illinois:**

For the past fifteen minutes, Octus had an uneasy feeling running through his artificial circuits.

His day had started off rather normally all things considered. He awoke Lance and Ilana from their standard eight hour sleeping cycle, and provide them with a well-balanced breakfast consisting of fried eggs, crispy toast, two cooked strips of bacon, and a glass of orange juice (Or a cup of black coffee for Lance) before sending them off their way to Sherman High to partake in the education of the planet they were currently inhabiting for the time being until the time came to rescue their homeworld, Galaluna, from the clutches of the Mutraddi creatures.

However, that all changed when Octus detected something entering the solar system. At first, he believed it to be another Mutraddi creature sent to destroy them and was prepared to contact Lance and Ilana on their cellular devices, but then sensed another object enter the system that was then followed by another, then another, and within the next seventeen point three seconds, Octus had calculated a total of two hundred and one unknown objects enter their system and were on a direct course towards Earth.

Needless to say, the two teens were less than thrilled when Octus had literally barged into both Lance and Ilana's separate classes and dragged them out of the school, informing them of the incoming threat.

"So," Lance said, driving down the street that would lead to the house they were currently living in. "How big is this alien threat?"

"It is a very high probability that this threat has enough force to take not only Earth, but all the planets in the entire solar system had the humans learned how to colonize the other planets before we arrived." Octus replied, staring out the window with a neutral look on his holographic face. What the two teenage humanoids was unaware, however, was that Octus was secretly hacking into the US satellite systems to try and gain a better look at what they're dealing with. "I suspect that this alien threat could possibly be some form an alien armada of deadly battleships.

"Do you think it's the Mutraddi?" Ilana, princess of Galaluna, asked nervously while rubbing her arm in some way to calm herself. "After all, when they attacked Galaluna, they had battleships bo-bombarding the city from the skies." Her voice cracked a bit when she remembered the day that they were forced to flee for their lives; Walking with Hobbs through the city's ruins, hordes of Mutraddi creatures doing battle with the Royal Guard, and the countless bodies of civilians that were left to rot in the streets. Often, she woke up in the middle of the night at those images, wondering what the foul beasts had done with their bodies after the capital was secured.

She both yearned, and dreaded to know what the answer was.

"No," was the blunt reply. "The Mutraddi, while they possessed several battleships, does not match the amount that this one possess. It's possible that either it's merely a fleet of the Galactic Alliance that accidentally took a wrong turn on one of the hyperspace lanes near Earth's solar system, or maybe..." he paused when he finally gained access to the satellite, allowing him to gain his first look of what was currently orbiting over the planet. From what he saw, dozens of warships was currently gliding slowly across the void of space and stopping at a specific location, facing forward towards the planet below.

Each ship had the appearance of a taser, a very peculiar weapon developed by humans that uses electric currents to stun people, with a more alien design to them and seemed to be at an estimated length of 825 meters and possessed several highly-dangerous laser cannons on its hull that was poised to fire down at the planet at any given moment.

Turning around at 180 degrees, Octus then saw what looked to be the alien fleet's capital ship orbiting over the moon. The ship was triple the length, width, and height of one of the smaller ships and branded with more turbolasers and ion cannons, indicating its importance than its size already did. Octus also noticed that the front of the ship was cut off in the middle for an unknown reason, putting a note into his memory drive to investigate into it later once he knew what they were dealing with. It was then that he noticed an odd symbol on the hull of the ship, and zoomed in close to get a better look.

What he found was something he was not prepared for.

The symbol reminded him of an octopus native to this world with its long tentacles curled at the end. To a bystander, it wouldn't look all that intimidating and they would most likely make a joke out it through their strange jokes he couldn't understand at some points. But to Octus, there was one reason why he would find that symbol in space and he had hoped that Galaluna would never meet its creator

"It can't be..." he whispered, snapping out of his neutral expression and gaining a look of shock on his face. "He hasn't been seen in the galactic populous in years."

"What? Who is it?" Lance asked, growing uncharacteristically nervous of his friend's reaction.

Octus was silent for a moment before he finally spoke, "Vilgax the Conqueror."

That one name was all that was needed for Lance and Ilana feel their hearts stop beating as they registered what the robot said. Growing up, they had heard the stories of Vilgax the Conqueror through hushed whispers alone; The adults had secretly conferred with one another of how the mad tyrant once waged war against the entire universe with an army ranging around several thousand other solar systems that had joined him, mostly out of fear, and how he practically held the Galactic Alliance by its throat before forcing them into signing a treaty that prohibits them from ever entering his territories.

And now he was here. On Earth.

"So, what's the plan?" Lance's face grew into his normal grim visage as his hands on the steering wheel tightened immensely. "Transform into Titan, and go up there to confront him?"

Octus, to their surprise, shook his head. "No. Vilgax is many things, but he's not stupid. If we were to attack him head-on, he would most likely sacrifice his ships to attack us until he wore us down and finished us off, or he escapes back to his territories and returns with an even larger army and more resources to destroy us."

"So what are we supposed to do?" Ilana cried out, growing angry at the thought of the tyrant who terrorized the galaxy when her father, the King, was but a child himself. "Sit here, and wait for him to decimate everything in his path until there's nothing left?!"

"No," Octus replied the same word for the third time today. "If he tries to invade Earth, we will defend it to the best we can, but we must be patient until then."

"As much as I hate to admit it, he's right, Ilana," Lance said seriously, banking hard to the left that jolted the princess in the backseat. "Vilgax is probably the most dangerous adversary we've ever faced before, and we have to be careful in confronting him and his forces."

The Galalunian princess recoiled at that statement; Ever since their arrival on Earth over a year ago, they had faced against many opponents ranging from Mutraddi creatures with the power to bend the elements or shape-shift into any form that it wishes too. There was even an opponent-the Shaman, they now call it as-who had the ability to bend his enemy's greatest fears to his advantage and use it to destroy their minds, leaving her to stay awake for several sleepless nights.

To hear Lance say something like that sent a wave of fear through the teenager's body.

"Correct," Octus nodded. "I will see as to what kind of resources Vilgax has been utilizing since the war's end, and what ways we can combat against them. In the meantime, you two are too probe the news for any developments on the invasion and learn if any of the cities near us are under siege, understood?"

"Right." the two nodded, a fiery determination burning in their eyes. They may have lost Galaluna, but they would be damned if they let Earth go without a fight.

* * *

 **Kids Next Door Moonbase:**

For the past three minutes since the armada's arrival, Numbuh 74.239 has been staring out of the one of many viewports on the command deck of the KND's Moon Base. There have been numerous operatives to try and break him out of his stupor, including a loud yell from Numbuh 86 via a megaphone, but even she gave up and went back to scaring the younger recruits in continuing their hasty preparations for defense.

But he knew that even if they had the best operatives from the GKND with them, they would be no match for the might of Vilgax the Conqueror. In fact, he had been one of the very few beings to survive an encounter with the warlord. He had been a young sapling when Vilgax invaded his homeworld seven years ago, how he made the skies spit fire out of the clouds that set everything aflame, including the planet's population of tree people.

He still had nightmares of that day; he could remember vividly of how he ran through the endless crowds of adults that had left children weeping in the ruined streets that cried out for their parents and were ignored like they were rotten garbage. He had tried to rescue as many as he could, but he wasn't fast enough and so he was forced to flee with only thirty orphaned saplings that watched their world burn from the confides of his spaceship.

When he joined the GKND, he had prayed that he would do everything within his power to make sure that no kid would go through what happened to him. So far, he did a good job, especially on Earth as he assisted this branch division fend off the might of some of the most terrifying adults he's come across such as KnightBrace, Mr. Boss, and Father. He thought that he had actually managed to make some kind of change here.

 _What a fat load of nothing that turned out to be,_ he thought glumly, staring out at the planetary blockade that he saw form in the skies of his homeworld long ago. _I joined this organization to help protect kids, and now my division is going to get wiped out by the universe's most terrifying thing that it produced. Why couldn't have galactic HQ just assign Numbuh Infinity to this place and leave me in peace?_

Behind him, he could hear Numbuh 86 and Numbuh 362 conferring to one another quietly, occasionally glancing over to the scientist who stared trans-fixed at the scene before him. They probably thought that he was "geeking out" over Earth's first contact with extraterrestrial life. _If they only knew_ , the alien boy nearly chuckled at the sheer irony of the thought.

"So what do we do now, sir?" Numbuh 60, one of the main poster-boys for KND operatives stationed on Earth, asked his superior in a respectable tone with his hands clasped behind his back like the trained soldier he was. In the scientist's opinion, he would have made a good candidate for the GKND, but he was always too rash and became hot-headed in combat when the going started to get rough. "Do we wait here for further contact, or should we send out a probe to investigate those ships?"

"Simple," Numbuh 86 snarled, glaring daggers at the operative who stood his ground against the red-faced Irish girl. "We wait for them to get over 'ere, and then we blas' tha' freaks to smithereens."

Shaking his head at the girl's foolish idea, Numbuh 74.239 shook his head. "That won't work," he whispered, speaking up for the first time since Vilgax's forces came out of hyperspace. "Nothing we do will work on them."

"Waddya' mean, yah stoopid boy?!" Numbuh 86, apparently hearing the secret alien's whisper, shouted at him at the top of her lungs. "If there's a chance at takin' down those ships, then we've gotta try it, not listen to the whimpers of a scared little chicken!" With each word that came from her mouth, Numbuh 74.239's temper grew higher and higher until,

"YOU HAVE NO IDEA WHAT WE'RE DEALING WITH HERE!" Everyone froze, staring at the scene with eyes the size of saucers. No one dared to breathe as they stared at the two red-faced operatives who stared at one another with a look of intense hatred for each other.

"You... little...!" Numbuh 86 hissed like a cat, clenching fists so tight that her knuckles turned pure-white. Just when it looks like things were about to get ugly very quick, Numbuh 362 put her hand on Numbuh 86's shoulder and gave her a stern look that, after a moment of tense silence, made Numbuh 86 relax, though she kept her glare on the ginger scientist.

"What do you mean that we don't know what we're dealing with?" the Supreme Leader of KND's Earth division asked, keeping her tone cool and level. "Is there something you know that we don't know about, Numbuh 74.239?"

Suddenly realizing that everyone on the command deck was staring directly at him, Numbuh 74.239 blushed in embarrassment before taking a moment to compose himself whilst hastily thinking up of an excuse to use.

"Well," he said slowly. "Think about this. We are dealing with an unknown alien threat that currently surrounds our home, and is patiently waiting for either the adults to make contact, or for the mothership to give the order to attack. Not to mention, we have no idea what kind of weapons they possess or how many soldiers they have board each ship, not even including the mothership. If we go in all guns blazing like Numbuh 86 suggested, there is a 100% guarantee that we would all be wiped out without a single thought."

If everyone were scared before, they were certainly terrified now with some kids even crying at the scientist's grim explanation. Numbuh 362, however, kept her cool-much to Numbuh 74.239's surprise-though her face had gone ghastly pale. "Okay," she said softly. "You're the sci-fi expert here, so what do you propose we do?"

The ginger scientist stared out of the viewport, not saying anything for a very long time. "Send word out to every Sector on Earth," he said slowly. "Tell them to lock down in whatever city they're stationed in, and tell them to break out every weapon they have, even the weaker ones, for battle. They're going to need all the firepower they need to combat against these guys."

"Got it," the Supreme Leader nodded her head, making a few handsigns to Numbuh 86, who saluted and went to carry out her friend's command, still staring daggers at the KND scientist who did not bother to return it. "And what do we do until then?"

"...we wait."

* * *

A sense of pride flickered through Psyphon as he watched his master's armada take up positions across the small world that was soon to be their latest conquest. For the past several months, he has done what his master commanded for him to do and oversaw the development of their army that was feared throughout the universe, and had no difficulties in preparing them for their eventual usage for the siege on Earth.

However, from what he had learned from his master's dossiers of his countless battles with the Earth's champion, Ben Tennyson, he learned that this humanoid was very stubborn to admit defeat when the odds were against him. What was more shocking was how the young boy seemed to emerge victorious in every battle he participated in against either his master or against one of his planet's metahumans.

It only made his disgust for the boy grow even higher than before.

He easily remembered when his master first began his five-year pilgrimage into the uncharted territories of space due to rumors surrounding the Omnitrix, a device stated to possess the DNA samples of every single alien to ever exist, that happened to be in that vicinity. When he first learned of this, Vilgax wasted no time in departing to locate the mythical weapon for his own selfish desires, and had ordered Psyphon to look after Vilgaxia in his absence.

He did as he was instructed, keeping the order in the warlord's territories under control while he patiently waited for his master's return with news of his victory. What he didn't expect was for one of the scout ships to announce that they had found their master, half-dead and frozen in the cold void of space with new cybernetic upgrades to his body.

After weeks of habilitation, Vilgax had awoken from a deep stasis and went on a rampage, destroying everything in his sight until there was nothing left... except for Psyphon. The alien shuddered as he remembered the brutal battle/torture session he went through with his master, and thanked whatever merciful gods existed that let him live to fight another day.

Once he cooled off, Vilgax then revealed to Psyphon of what and transpired during his pilgrimage: Of how he was left mortally wounded over Earth by a mere space vessel and spent a month in healing before he went down to Earth himself to confront the one who had claimed the Omnitrix for themselves. Imagine his surprise when he found the owner to be a child who uses the device as a plaything for mindless heroics, as he took him back to his ship to remove the device only to be stopped by the boy's grandfather and cousin and injured in his ship's destruction, but he miraculously survived.

He was then rescued by the alien/human mutant hybrid called Kevin 11 who helped Vilgax track down and confront the boy, only to be outsmarted by him and imprisoned in the dreaded Null Void Zone, a place where the weak break and the strong survived, and Vilgax was the very opposite of weak. But even he couldn't fathom to live in such a hellhole, so he sought for a way to escape and came across a mysterious portal that transported him to a system that happened to be under siege by one of Vilgaxia's scoutships.

From there, he resumed his hunt for the boy that led him through Galactic Alliance space, greatly risking the sanctity of the treaty signed all those years ago, until he confronted the boy and his allies on Xenon where he suffered his most humiliating defeat when the boy transformed into a To'kustar and hurled him into outer space.

When his master had finished his story, a cold fury had begun to grow inside Psyphon's heart, and continued to fester over the next several months until now; Now the time has come for his master to exact his long-awaited vengeance on the Earth, and Psyphon would take extreme pleasure in watching it burn from orbit.

 _"Commander Psyphon,"_ a Drone called out. _"We are detecting some kind of encrypted transmission being transmitted through the planet's radio waves."_

Psyphon tilted his head, confused, before a sneer formed on his face. From what he could guess, the human leaders of the many countries on Earth were most likely conferring with one another on how they could combat against this "terrible crisis" that has befallen upon their world. _It doesn't matter what they try to do, though,_ Psyphon thought inwardly with a mad giggle. _Their fates have already been sealed._

Outwardly, he pointed a bone-like finger at the minion and said in a commanding tone, "Trace that signal to whatever city it's originating from, and obliterate it to nothing."

 _"That's the problem, Commander Psyphon, the signal isn't originating from the planet."_

A look of confusion befell upon the loyal servant's face. "What do you mean?" he growled out in a mixture of frustration and slight fear in his tone.

The Drone merely responded by pushing a button on the console that made a holographic projection form on-screen that showed the transmission that it was talking about being passed on through a multitude of places stationed throughout the globe, and it all seemed to be connected to something above the ground. Psyphon, at first, believed it too have been some sort of satellite that the humans created only to go beyond the planet's atmosphere and the armada surrounding the planet before finally coming to a stop on...

"The moon?" he breathed, eyes wide with disbelief due to this new information. The humans had managed to colonize their moon in the time frame that his master was planning this attack? Impossible. Scowling, Psyphon managed to bark out, "Well, what are you waiting for? Find out how the signal is coming through!"

It didn't take long for the Drone to pinpoint the area on the moon of where the signal was coming from, and began to enhance the image on the console's small screen to get a better look at what they were dealing with. When the Drone stopped the enhancement, Psyphon was shocked at the sight of a space station that looked somewhat like a coral reef with several earthly vehicles sticking out of its sides like a sore thumb as if they were slapped on there to add some level of protection.

"Where is Lord Vilgax?" he asked after a moment of silence.

 _"He is currently in the armory, Commander. Shall I bring him up here?"_

"Quickly."

A few minutes later, the Chimera Sui Generis came stomping onto the bridge of his flagship, a look of displeasure plastered on his face that sent chills down Psyphon's spine. **"You better have a good reason for bringing me up here, Psyphon,"** Vilgax growled, clenching his-now gloved hand into a fist.

Psyphon gulped, eyeing the gauntlet with unease. "Ah, yes," he said, scampering over to the console where the image of the moon base was still present. "You see, my master, we've recently intercepted a transmission coming from this space station on the Earth's moon. We don't know how long it's been there, but we do know that they've issued some kind of order titled Code red among certain locations throughout the planet."

Vilgax gazed long and hard at the console, his expression unreadable to his second-in-command, who nervously fidgeted next to him. "What are your orders, master?" he finally asked.

 **"...Helmsman,"** Vilgax finally said, turning to face the Drone in charge with piloting the ship. **"Set a course for that moon base."**

 _"At once, milord,"_ was the monotone reply as the Drone instantly went to work, obeying his master's command.

 **"Psyphon, prepare the first wave of troops for combat."** A fiendish grin grew behind Vilgax's respirator. **"I am looking forward to our first victory over these pathetic humans."**

A similar grin grew on the servant's face. "As you command, my master."

* * *

Numbuh 362 watched on impassively as the operatives stationed on the moon base gathered into the recently dug-out trenches with all sorts of 2x4 technology ranging from S.P.A.N.K.L.E.R's to S.P.I.C.E.R's and M.U.S.K.E.T's in their trembling hands, and operatives assisting in placing several Anti-Adult missiles into heavily-modified mortars that had remained in the Moon Base's weapons vault for who knows how long, and others placing giant rocks mined from the moon into the containers next to the heavy cannons. An effective fighting force, if she did say so herself, should the day come that the Adults would mount an attack on the Moon Base.

 _But these aren't the regular adults we're used to fighting against,_ she thought nervously, staring at the armada that was positioned over certain parts of her home. _And they're not like the aliens on cartoons. These guys are business and could k... ki-kil..._

She couldn't bring herself to finish the thought. So instead, she decided to remain firmly rooted on the spot and stare out into space like moody child, thinking nothing more but thoughts of paranoia plaguing her mind about the alien armada and its flagship that had started moving...

...

...wait, what?

The Supreme Leader's jaw dropped in astonishment as, after who knows how long of just sitting there, the alien mothership had finally decided to move, and her face lost all its color when she realized what its trajectory was... her moon base.

"Oh no," she whispered, before turning to the nearest operative-Numbuh 35-and shouted, "Activate the moon base's defense system and deploy the combat squadron! On the double!"

The young boy nodded, shaking in his poorly-laced boots. "Y-ye-yes, sir, I mean, ma'am, I mean-"

"JUST DO IT!" Numbuh 362 roared at the top of her lungs, making the operative yelp before he turned and ran out like the devil was on his heels. Turning to look at the other terrified kids, she took in a deep breath before she yelled out, "Kids Next Door, Battle Stations!"

As if a lightbulb went off inside their heads, the operatives suddenly regained the confidence that they needed and instantly ran to whatever positions they manned, or went off to yell at another operative to prepare for the incoming threat. Numbuh 362 merely stared out of the viewport at the oncoming ship, and tightened her hands into fists at her sides. It seems that she would have to enter the fray of battle once more.

* * *

Within the dug-in trenches of the KND Moon Base, the young operatives looked on in fear as the massive alien mothership came to a halt over their position and hung in orbit, waiting for something to happen, though the same could be applied to them as well. Several of them was so terrified of the deadly vessel that they soiled their trousers from fear, inciting various 'eews' from their peers. Overall, the mood in the trenches was one of despair and hopelessness as the operatives merely waited for their end to come...

...except for one.

Staring at these crybabies with a fierce scowl, Numbuh 60 felt anger boiling in the pits of his stomach. He's been fighting the meanest, toughest adults for most of his short life, and these wimps were bawling their eyes out over a few space-aliens that probably looked like they came from some lame, cheap sci-fi flick. He'd fought on the frontlines of the War on Adult Tyranny against the forces of Father and Mr. Boss, and emerged with his fair share of bruises and scrapes, so why should he back down now?

He glanced cheeks, down to see a kid, no older than eight, trembling with tears running down his freckled and the Russian boy suddenly felt a slight pang of guilt for his thoughts. After all, he himself was like this kid at one point of his life before Numbuh 274 personally trained him to be the soldier he was today.

Sighing, he crouched down to put a hand on the kid's shoulder, who flinched at the sudden contact. "You okay, kid?" he asked in the softest tone he could muster.

The freckled kid looked at him, snot now starting to drip from his nose. "Ye-yeah," he said, sniffling. "I-I'm good, sir, no need to worry."

Numbuh 60 stared at the kid. "...this is your first battle, isn't it?" It was more of a statement rather than a simple question, and it still affected the boy, who stiffened and tried to put on a brave face that was dampened by the tears running down his cheeks.

The older operative pursued his lips, contemplating the situation to himself, before he said, "Go back to Earth, private, you're not needed here."

"W-wh-what?!" the freckled kid gaped at his superior. "Bu-but sir, I can still fight!"

"Not like this, you can't!" Numbuh 60 snapped, before his eyes softened when the kid yelped in fear. "Go back inside, and get on the first teleporter to Earth. Find your sector and warn them about what's coming through, understood?"

The kid was quiet for a moment before he raised his arm in a salute. "Sir, yes sir!" he exclaimed in relief, turning on his heel and sprinting towards the entrance of the Moon Base. As the operative stood back up, sighing, he then noticed that everyone in the trenches was still staring at the warship above with dread and fear in their eyes, and Numbuh 60 realized that this couldn't happen. If they were about to fight with morale this low, then this fight would be a massacre, and he would be darned if he let that happen. So, taking in a deep breath, he began formulating his thoughts into a single speech that he hoped would rally the troops.

"Listen up!" he shouted out loud, his voice echoing inside his helmet and made his ears rang at the sheer volume of it, but he managed to get everyone's attention. "For the past seventy hundred years, the history of the Kids Next Door has been filled with nothing more but brave kids standing up to their tyranny of adults, and in each story, the odds have always been stacked against them while their future lays uncertain... and today, this is our story, our tale to tell. Generations from now, kids will back on this battle with awe and wonder." he took a moment to look around at his troops. So far, so good. "I won't lie, the stakes are super high. These aren't the regular adults you've been trained to fight, but we've got to stand up together and stop these alien freaks from reaching our homes." A chorus of 'yeahs' and 'totally' echoed from the crowd, making a tiny grin form on Patton's face. "...this is our time, it's our time here to show these aliens that the Kids Next Door never back down from a challenge, and I'm not going to! Now who's with me?!"

The effect was instantaneous; Hundreds of roars was soon echoing in the void of space, as the kids were either jumping from the adrenaline boost or chatting with their friends excitedly with how awesome the older operative's speech was, and Numbuh 60 smiled at the effect that it had on his troops. He was still uncertain of how the battle was going to play out, but he was relieved to know that none of his operatives would be chickening out anytime soon.

"THEY'RE COMING! THEY'RE COMING!" Out of the blue, some random operative jumped into the trenches, face red and sweaty as if he had just ran a marathon. Taking in several deep breaths, he looked at the Canadian and said in a frantic tone, "Sir, the aliens have landed some of their troops on the dark side of the moon!"

A chill ran down Numbuh 60's spine. "How long will it take for them to get here?"

The kid raised a few of his fingers, counting them off as he muttered underneath his breath. "About five minutes, sir."

So the time had finally come, at last, and they were about to become involved for the first-and hopefully the only-fight for Earth, and he felt surprisingly serene. Maybe it was the adrenaline from his speech starting to wear off, or perhaps some part of the boy's brain that wasn't rotted out with junk food had accepted the fact that he may not live to see another tomorrow. Numbuh 60 shook his head of such thoughts; no need to get last-minute jitters before battle.

"Kids Next Door, Battle Stations!"

* * *

The next several minutes that passed were probably the most stressful moments in Numbuh 60's short life. He stood rooted in his position, peering through his binoculars to stare at the horizon of the moon for the inevitable arrival of the alien invaders that would certainly engage him and his troops in a chaotic battle for Earth. He allowed a dark smile to form on the corner of his lips, when he was much, much younger, he often dreamed of battling evil aliens from space who wanted to conquer the Earth for whatever reasons that a four-year-old could think up of, and now he was wishing that he could go back to those innocent care-free days again.

But there was no more time for reminiscing, it was time to fight.

In front of him, the portly boy-whose operative Numbuh escaped Numbuh 60's mind at the moment-suddenly squeaked in fear, before turning to face his superior with wide, trembling eyes. "I-I-I-I se-se-see th-them!"

The Canadian's eyes widened immensely, as he took the binoculars from the chubby operative and peered through the lenses to see, much to his horror, an army of about 100 alien soldiers marching towards them in unison, their blaster rifles positioned perfectly over their pitch-black chest in a way similar to the soldiers of Earth's military. Clenching his teeth, Numbuh 60 grabbed his communicator and hissed out, "All units, enemy forces are approaching our positions, I repeat again, enemy forces are approaching. Mortar crews, get ready to fire on the aliens on my command."

 _"Affirmative, Numbuh 60,"_ a nasally voice replied over the wave of static. _"Just give the word, sir, and we'll turn those freaks into scrap metal."_

"Copy that," With a flick of his thumb, he switched over to another frequency on his communicator. "Numbuh 2662, are the land mines in place?"

 _"You betcha!"_ A chirpy female voice responded, making the boy wince at the volume that he swore made his ears ring for a moment. _"It's both deadly, and stylish to boot thanks to the help of my first Military-Commander Rainbow Monkey doll."_

"...right." he said slowly, his brain trying to reason as to why an adult would make such an odd choice for one of the tens of thousand's varieties for those bloody Rainbow Monkey dolls. "Everyone else, standby and wait for enemy contact. And under any circumstances, you are all _not,_ I repeat, _NOT_ to open fire unless it's under my command, got it?"

A variety of "yeps" and "gotchas" came from the communicator, making the boy smirk in pride; he's trained this lot quite well, if he did say so himself. Placing the communicator onto his side, Numbuh 60 crouched down and raised his S.P.I.C.E.R. up to his face, and aimed it at the mechanical army that was slowly approaching their position. Seconds felt like hours, and several cold beads of sweat slowly made its way down the Canadian's face as his heavy breathing slowly started to fog up the inside of his helmet's visor. His hands slightly trembled a bit before he brought them back under control from years of discipline.

"Steady," he whispered, watching the army growing closer and closer to their position. "Steady..." A few moments passed before the aliens stepped into the area that was in-range for the mortar crews to open fire upon. He paused for a second, before he yelled out loud into his communicator, "MORTAR CREWS, OPEN FIRE!"

All at once, the operatives manning the mortars complied, pulling back on the mortar's lever that instantly released the Anti-Adult Missiles with a loud 'Boom' that could rival that of a loud thunderclap. The kids watched anxiously as the missiles sailed their way through the cold void of space, going higher and higher and higher until...

...they stopped.

Numbuh 60's jaw dropped in horror, eyes bulging out of his head. _What just happened,_ his mind all but screamed inside his head. Could it be that the aliens had manage to find a way to disable the missiles without them knowing? And if that was the case, were their other weapons disabled, leaving them open like a candy store to sugar-crazed kids? _This is it, we're all doomed._

Suddenly, the missiles then started to... transform? The operatives in the trenches stared awe-struck as the ancient-looking weapons unfolded themselves to reveal a dozen smaller, but highly lethal missiles in each missiles that titled down ever so slightly, and locked onto the alien soldiers that had paused to stare at the Earthling's primitive weapons, analyzing the threat level.

Before their processors could make them raise their blaster rifles, the small missiles instantly launched from their respective Anti-Adult Missile, and rocketed towards the army with neck-breaking speed that made several of the operative's necks pop, inciting cries of pain from them, but were silenced the enormous explosion that lit up the moon like a Christmas tree, forcing the kids to shield their eyes from the heat's intensity.

As it started to die down, Numbuh 60 dared to sneak a glance at the army... and felt his face light up in a fierce grin.

Where once stood a deadly army of robots hell-bent on taking their base now lied a pile of scrap metal, countless sparks of electricity springing from the machines destroyed limbs. Even a two-year-old would be able to tell that they wouldn't be getting back up anytime soon. All at once, the kids started cheering with joy; they did it, they won! The aliens were beaten, and no doubt that their "Supreme Leader" was trembling in his boots by now at the force that the KND possessed. Even Numbuh 60 wasn't ashamed to admit that he joined in on the sweet taste of victory.

But as good as it was, it was soon short-lived. "LOOK!" To his last day as a loyal member of the Kids Next Door, Numbuh 60 couldn't say for certain who it was that yelled, but he would always recall the moment that he turned to stare at the moon's horizon, and feeling the cold chill run down his spine despite his spacesuit's internal heating. Where there was once nothing more but empty craters now held another approaching army of alien soldiers save for two major differences this time; For one, the army seemed to contain a few extra waves of robots than the previous one did.

And two, this army had abandoned the old standard marching protocol that their predecessors did, and now resorted to lightly jogging across the field in a crouched position, and their blaster rifles raised up to their optics to fire at their enemies... to which they didn't hesitate to comply with.

"DUCK!" Numbuh 60 roared out, throwing himself forward to the ground to avoid the deadly red-lance hailfire of death that the aliens were currently dishing out. He could practically feel the heat from the bolts streak past them, hissing at how close some of them came to hitting him, or one of the other operatives. "Numbuh 2662, come in, Numbuh 2662," he yelled into his communicator, raising his voice over the sounds of battle. "Do you read me, this is Numbuh 60!"

For a moment, he feared that either the communications were down, or worse, but his fears were soon relieved when Numbuh 2662 responded over the crackle of static, _"I KNOW IT'S YOU!"_ the normally bubbly and friendly girl yelled out over the sounds of battle. _"I JUST DON'T KNOW WHERE THE HECK EVERYONE ELSE IS!"_ The girl let out a string of curses over the sounds of artillery fire before responding with, _"Scratch that, I meant to say that I don't know where the ENEMY IS!"_

Thinning his lips, Numbuh 60 turned to look at the two nearest operatives-Numbuhs 44a & 44b-and said, "I'm gonna take a look over the trenches, you two cover me!"

The twins both nodded at their superior before turning to look at each other, and gave identically cocky smirks that made the Canadian blink at how similar the sight was. However, those thoughts were soon forgotten when the twins suddenly bolted up, and opened fire upon the aliens with a mighty roar, not even hesitating for a moment to unleash heck on their enemies.

During this, Numbuh 60 poked his head up from his spot on the ground, and narrowed his eyes at the alien army rapidly approaching their position. He scanned the area around him, and saw that the aliens were almost in range of the mines, making an idea to begin forming inside the young boy's head. "Numbuh 2662, on my command, get ready to arm the mines, all of them!" he yelled into his communicator.

 _"DO WHAT?"_ the girl shrieked back in reply, _"SIR, THAT'S COMPLETELY-"_

"Insane, yes." he said grimly, wincing at the sight of one of the nearby Heavily-Repeating Baseball turrents exploding, sending the kid manning said weapon sprawling to the ground. "But it may be the only choice we have at this point. Get ready to arm them on my command."

 _"...roger that,"_ was the quiet reply as the communicator switched off, allowing Numbuh 60 to close his eyes in a moment of brief contemplation. _"They're ready,"_ The Canadian boy re-opened his eyes at the sound of Numbuh 2662's voice. _"Let's hope this works."_

"Of course it will, you made them with your first," he audibly swallowed the lump in his throat. "Your first Military-Commander Rainbow Monkey doll." he deadpanned, covering his ears at the excited squeal that came through on his end.

Next to him, Numbuh 44a suddenly crouched down to look at his superior's dark orbs. "They're almost on us, sir!" he yelled out, while his twin continued to shoot at the alien invaders. "If this continues up, we won't live long enough to see our seventh snack break!"

Numbuh 60 pursed his lips at that grim reminder. Nodding his head slowly, he said, "Right. Radio everyone in the area to take cover when I give the order, roger?"

The operative gave him a thumbs-up in response.

Satisfied, Numbuh 60 turned back to the battlefield in front of him, and noticed that some of the aliens had stepped into the field of hidden mines, but the Canadian waited patiently for a good majority of the enemy to be within range of the explosions that were to come. _Steady..._ his mind whispered inside his head, the urge to blast open one of those alien's head forcibly quelled by the bigger picture. _Just a bit longer..._

One second turned into two seconds, which then turned into four seconds, and so on. The aliens kept pouring onto the minefield, and several operatives were forced to pull back to avoid being hit by blaster bolts as the ones near the Moon Base's entrance gave cover-fire to those fleeing certain death. Despite this, though, Numbuh 60 didn't move an inch.

 _Now..._ a voice whispered inside Numbuh 60's mindscape.

"NUMBUH 2662, DO IT NOW!" The Canadian practically screamed into his communicator, not bothering to take his eyes off the enemy. He didn't know what the girl responded with, but in the seconds following his order and the other operatives ducking to cover, he could faintly see one of the mines-bright pink, of all colors-hidden beneath one of the moon rocks with a bright red light shining through the cracks before it suddenly turned to a bright green, and he looked up just in time to see one of the alien aiming to fire at him.

The alien took a step forward, possibly to get a better shot on the boy, and his mechanical foot landed on the mine.

In the place that the alien stood came a massive explosion, sending electric wires and parts, along with glitter, all over the area, inciting a grin on Numbuh 60's face. Soon enough, explosions began lighting up on the moon's surface, spreading destruction and glitter across the rocky ground that had many kids cheering at the top of their lungs while the ones that didn't kept firing at the ones that had managed to avoid the mines.

An explosion here, and a barrage of gumballs there before the sounds of battle began to die down until there was nothing left but the remains of the alien robots scattered throughout the battlefield, and the children who had braved against the wrath of this new enemy.

* * *

On the _Chimerian Hammer Mk. II_ , an eerie silence had befallen upon the bridge. No one dared to make to speak or make even a single movement as Psyphon stood dangerously still, staring breathlessly at the sight of the battlefield below. In the span of about ten minutes, the Earthlings had managed to destroy not one, but two waves of their troops, and seemed to have suffered no losses on their side.

 _How?_ Psyphon thought dumbly. _How did this happen? We have the superior manpower and our forces trumped theirs immensely, and yet, they still managed to defeat the Drones._

 **"Psyphon."** The skeletal-like alien heard the embodiment of Death's voice address him.

He gulped audibly. "Ye-yes, my master?"

 **"Correct me if I am mistaken, and I rarely am, but it would seem that the Earthlings have managed to destroy all of our troops dispatched to the moon, right?"**

"Th-th-that is correct, my ma-master."

Vilgax did not say anything else, merely staring blankly down at the moon for a very long time, contemplating to himself. The warlord had to admit that he was impressed; When he first came here over a year ago, the human inhabitants stood no chance against his minions in one-on-one combat, and now they were able to fend off an entire task force on their own.

A valiant effort, but ultimately futile in the end.

 **"Psyphon!"** Vilgax suddenly barked out, making his loyal minion flinch for a moment. **"Send word down to the hangar crew to prepare my pod for immediate take-off at once."** The Chimera Sui Generis then spun on his heel, and began making his way towards the doorway to the bridge.

"Uh, as you say, master," the spineless worm sputtered out, still in shock that he had not joined those before him in the Netherworld. "But, may I ask what you plan on doing, sir?"

With one foot placed outside the doorway, Vilgax paused for a moment, seemingly in thought. **"Oh?"** he said softly. **"Why, I thought it was obvious, really."**

He then spun around to pin Psyphon with a death glare through his glowing blood-red eyes. **"I'm going to put an end to this pointless resistance once and for all."**

* * *

Numbuh 60 allowed himself another breath of relief as he surveyed the damage done by the aliens and felt a wave of guilt ring throughout his body; Several operatives were withering on the ground in pain, tears running down their cheeks, as they covered the part of their body that was hit whether it'd be the shoulder, arm, or even the knee. Around them, other kids began comforting the wounded, yelling out for medics, while others were trying calm the weeping ones who had either a teammate or a close friend down.

"Numbuh 60," a stern voice suddenly said, and the Canadian soon found himself standing straight at the sight of the Supreme Leader herself who seemed to just arrive with Numbuh 86 and her personal team of commandos close behind. "Status report, soldier!"

"Sir!" Numbuh 60 replied, giving his superior a proper salute. "We have around an estimated amount of over two dozen operatives incapacitated with either scrapped knees or wounded by one of the alien's lasers. Not to mention that we've lost several of our turrets, and 2X4 weaponry, therefore weakening our defenses for the Moon Base and leaving us open to a future attack. As such, I recommend that we send word out to some of our more skilled units-like Sector V, or Sector C-to come and assist us while we're evacuating the wounded."

Numbuh 362 was quiet for a moment, her eyes scanning the battlefield and gaining a look of guilt in her eyes as she saw a downed operative or a weeping kid, making the young girl heave a sigh. She had been the one to give the order to stay and fight rather than flee the Moon Base, and this was the result for her decision.

She shook her head, things like this didn't make her job any easier.

"Okay," she said, her voice strong and stern. "Numbuh 60, gather up any operatives you can find and start moving the wounded into the med-bay on the double. Numbuh 86, you and your commandos help those who are able to fight reinforce our defenses in the event of another attack, while I go and see what Numbuh-"

"HOLY MOTHER OF YIPPER, WHAT'S THAT?!" Numbuh 20,000, the questionably insane Head of Security for the KND Moon Base, shouted at the top of his lungs, pointing at something in the sky above the operatives. Looking up at the area that Numbuh 20,000's finger was pointing at, their jaws all dropped at the sight of a pod being shot out of the alien mothership's lower bay, and was currently heading right for them!

"EVERYONE, TAKE COVER!" Numbuh 362 ordered, immediately leaping towards the trenches for cover and, soon enough, all the operatives in the area followed her command and found themselves huddling in the dug-out trenches, weapons armed and ready for whatever new adversary they were about to face. No one said a word, nor did they try to make a single peep as the surface they sat upon soon starting to rumble slightly. With shaky hands, Numbuh 44a took out his specialized binoculars and peeked his eyes through the lenses, enhancing his view to the horizon up ahead to see... the pod slowly making its way towards the Moon Base.

"It's coming this way," he hissed out through clenched teeth, and the mood of the kids dropped immensely to dread and even resignation to the more cynical operatives in the trenches. The Supreme Leader, on the other hand...

"Rachel?!" Numbuh 86 sputtered out, watching her closest friend hop out of her hiding spot in the trenches. "W'at are yah doin', lassie? You'll be pummeled like a grape if yah doo that."

The blonde girl simply ignored the Irish operative's worried comments, continuing to march outside of the designated safe zone, and stop with a grim, yet determined expression plastered on her youthful face. In her right hand was a C.O.N.E.C.A.N.N.O.N. that was given to her by Numbuh 274-the previous Supreme Leader-as a reward for graduating in her generation's training cadet unit with the highest scores in battle simulations, and other special attributes. In her left, clutched very tightly to the point that her leather gloves make an audible creaking noise, was her personal weapon; a Yield sign that she used as a battle-staff/sword with an old, tattered boxing glove attached to its end. To some, she may have looked as if she was cosplaying a character from some wacky, and inane cartoon that she may have watched, but to the kids currently huddled in the trenches, it was an awe-inspiring sight to see their Supreme Leader actually go to battle with the forces of tyranny by herself.

The alien pod grew closer, and closer to the young girl, sending several beads of cold sweat down her pale face as she prepared herself for what would possibly her most deadliest battle to take place. Suddenly, the pod stopped in place, one of its many sharp, black spikes mere inches away from piercing her face. Raising an eyebrow, she tried to peer and see where the pod's operator was at, but she came to a stop when the pod started to open up with a hiss, unfolding itself in half to reveal a small cylinder-like contraption holding the pod together. Rachel's face scrutinized at the small blood-red triangle in the middle, and then backed up as a portion of the cylinder caved in on itself, and slowly split itself apart in two to reveal...

She could have sworn that she heard an operative or two scream in horror, but her mind didn't bother to figure who it was as the Supreme Leader stared in disbelief at what was currently stepping out of the pod. When she got a closer look at the alien army, she immediately recognized that all of them were robots, non-living beings made of electric wires and alien goop that was probably their version of oil or something like that. But staring up at the towering figure in front of her made her realize that she was wrong; dead wrong.

"Who... are you?" Numbuh 362 whispered, horror quite obvious in the tone of her voice.

The alien leader-whose head reminded Numbuh 362 of an overgrown, and rotting squid-peered at the girl with blood-red eyes that were wide with disbelief as they stared at her form before narrowing in not-so-subtle anger. **"Children?"** he hissed vehemently, his eyes glowing in the void of space as he stared at the trembling group of operatives hiding behind their leader. **"My army suffered a humiliating defeat at the hands of mere CHILDREN?!"** his roar echoed throughout the moon, making several kids flinch and cover their ears at the sheer volume of it.

Though her ears rang as well, Numbuh 362 still refused to back down from this gargantuan being. "I am Numbuh 362, Supreme Leader of the Kids Next Door, and I order you to tell me who you are and what the heck you think you're doing here," A small smirk slowly made its way onto her face. "If you refuse to comply, then I'll have no choice but to force it out of you."

Her confidence soon plummeted down when she heard a low, shaky chuckle escape from the alien's dark respirator. **"Oh? I beg to differ."** was all he said before the alien raised his clawed hand, and shot some sort of flare into orbit, making the kids close their eyes at how bright the light was. When they opened their eyes, a chorus of gasps soon emerged from their throats as a new army of alien robots, almost double in the combined size of the previous two waves, could be seen charging over the horizon with some even flying with jetpacks near a group of vicious-looking spaceships that was brimming with various weapons. Finally, coming up on the rear were three towering robots that was roughly 40 feet tall with more humanoid features and three insectoid legs that seemed to make the ground shake with every step that they took towards the Moon Base.

While the KND operatives stared in horror at the sight, Vilgax merely cackled mercilessly at their hope deteriorating rapidly as his army continues their march. **"Do you still believe in your bold words, now, _Supreme Leader_?"**

* * *

And on the bridge of Vilgax's flagship, Psyphon's eyes immediately caught sight of the flare that his master had shot up into the sky, and felt a grin threaten to split open his face; it was time.

He spun on his heel to face the communications officer. "Send word out to the rest of the fleet," ordered the skeletal being. "Start jamming all kinds of the earthlings' communications, and begin the invasion at once!"

 _"As you command, Commader Psyphon,"_

Psyphon didn't bother to watch the Drone do his bidding, and merely decided to walk over to the bridge's viewport to stare at the sight of his master's fleet hovering above the backwater planet. A disgusting grin soon followed on his face as all two-hundred Dreadnaughts began descending upon the Earth like vicious maggots striking at an unsuspecting organism to suck it dry of all living things.

 _And now,_ he thought with a sadistic chuckle escaping his black lips. _Earth, and its people, will finally burn._

* * *

 **That's a wrap! Gotta say, this chapter was very tricky to come up with and I initially wanted to continue on with the resolution of the Moon Base battle, but I decided to hold that off until next chapter. 'Til next time, guys!**

 **Next chapter: While things look grim for those stationed on the Moon Base, the Invasion of Earth commences, forcing several heroes to step up and defend their planet from complete annihilation.**


	4. UPDATE

**So... this is awkward.**

 **I know most of you were expecting a new chapter of this story, but I have some news to announce; whether you think it's good or not is completely up to you. After much inner debate and serious thought about the manner, I've decided to cancel this story.**

 **But... hear me out.**

 **I'm going to continue working on this story, as it's been a small pet project of mine since I thought up the blueprints for this story what feels like eons ago. I'm keeping most of what I had in mind, but I'm going to change up some elements of the story by introducing new villains, new characters, and an overall grander feeling to the attack by showcasing the actual struggles of an alien invasion.**

 **That last bit may or may not have been inspired by my sudden interest in reading the Worldwar series by Harry Turtledove or re-watching some old classic alien invasion films like War of the Worlds, Independence Day, etc.**

 **Besides, by the time this is posted, the first chapter of the rewrite will be up. So, no worries.**

 **See y'all later!**


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